<PAGE> 1
Securities and Exchange Commission
Washington, D.C. 20549
Form N-54A
NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940
FILED PURSUANT TO SECTION 54(a) OF THE ACT
The undersigned business development company hereby notifies the Securities
and Exchange Commission that it elects, pursuant to the provisions of Section
54(a) of the Investment Company Act of 1940 (the "Act"), to be subject to the
provisions of Sections 55 through 65 of the Act and, in connection with such
notification of election, submits the following information:
Name: Venture Lending & Leasing III, Inc. (the "Company")
Address of Principal Business Office (No. & Street, City, State, Zip Code):
Venture Lending & Leasing III, Inc.
2010 North First Street, Suite 310
San Jose, California 95131
Telephone Number (including Area Code):(408) 436-8577
Name and address of agent for service of process:
The Corporation Trust Incorporated
32 South Street
Baltimore, Maryland 21202
[X] The Company has filed a registration statement for a class of equity
securities pursuant to Section 12 of the Securities Exchange Act of 1934 ("1934
Act"). File Number under the 1934 Act: [_____________]. Form 10 was filed on
February 17, 2000.
The undersigned Company certifies that it is a closed-end company organized
under the laws of Maryland (state) and with its principal place of business in
California (state); that it will be operated for the purpose of making
investments in securities and described in Section 55(a)(1) through (3) of the
Act; and that it will make available significant managerial assistance with
respect to issuers of such securities to the extent required by the Act.
<PAGE> 2
Pursuant to the requirements of the Act, the undersigned has caused this
notification of election to be subject to Sections 55 through 65 of the Act to
be duly signed on its behalf in the city of San Jose and state of California on
the 17th day of February, 2000.
[SEAL] Signature /s/ Venture Lending & Leasing III, Inc.
---------------------------------------
Venture Lending & Leasing III, Inc.
By: Ronald W. Swenson /s/ RONALD W. SWENSON
-------------------------------------------
(Name of director, officer or general partner signing
on behalf of the Company)
Chairman and CEO
--------------------------------------------
(Title)
Attest: Brian Best /s/ Brian Best
-------------------------------
(Name)
CFO, Secretary
-------------------------------
(Title)
-2-
